FOURTH AMENDMENT
to
SECOND AMENDED AND RESTATED CREDIT FACILITIES AGREEMENT
among
THE BOATMEN'S NATIONAL BANK OF ST. LOUIS, as "Agent"
and
THE BOATMEN'S NATIONAL BANK OF ST. LOUIS
and
THE OTHER LENDERS LISTED ON THE SIGNATURE PAGES HEREOF,
as "Lenders"
and
DT INDUSTRIES, INC.
and
THE OTHER BORROWERS LISTED ON THE SIGNATURE PAGES HEREOF,
as "Borrowers"
This FOURTH AMENDMENT to SECOND AMENDED AND RESTATED CREDIT FACILITIES
AGREEMENT (this "Amendment") is entered into as of May 30, 1997, by and among
DT INDUSTRIES, INC. ("DTI"), a Delaware corporation, DETROIT TOOL AND
ENGINEERING COMPANY, a Delaware corporation ("Engineering"), DETROIT TOOL METAL
PRODUCTS CO., a Missouri corporation, ("Metal Products"), SENCORP SYSTEMS, INC.,
a Delaware corporation ("Sencorp"), PHARMA GROUP, INC., a Delaware corporation,
formerly known as Xxxxxx-Xxxxxxx Corporation ("PGI"), ADVANCED ASSEMBLY
AUTOMATION, INC., an Ohio corporation ("AAA"), DT CANADA INC., a New Brunswick,
Canada corporation ("DT Canada"), XXXXXX CANADA INC., a New Brunswick, Canada
corporation ("Xxxxxx Canada"), and MID-WEST AUTOMATION ENTERPRISES, INC.
("Mid-West Enterprises") (DTI, Engineering, Metal Products, Sencorp, PGI, AAA,
DT Canada, Xxxxxx Canada, and Mid-West Enterprises are referred to herein both
collectively and individually as "Borrower"), THE BOATMEN'S NATIONAL BANK OF ST.
LOUIS ("Boatmen's"), as administrative agent ("Agent"), and the Lenders.
RECITALS:
A. Borrower and Lenders are party to that certain Second Amended and Restated
Credit Facilities Agreement dated as of July 19, 1996, as amended by that
certain Amendment to Second Amended and Restated Credit Facilities
Agreement dated as of September 30, 1996, as further amended by that
certain Second Amendment to Second Amended and Restated Credit Facilities
Agreement dated as of December 1, 1996, and as further
amended by that certain Third Amendment to Second Amended and Restated
Credit Facilities Agreement dated as of April 21, 1997 (the "Original Loan
Agreement").
B. DTI desires to create a wholly-owned vehicle for the purpose of issuing up
to $100,000,000 of preferred securities which are convertible into common
stock of DTI. The proceeds of the issuance will be used by such vehicle to
purchase convertible junior subordinated debentures from DTI.
C. DTI intends to use the proceeds of the issuance to repay its existing
Indebtedness to the Lenders, but has requested that Lenders amend the
Original Loan Agreement so that the Aggregate Revolving Commitment will not
be permanently reduced when the Revolving Loan is prepaid, and to expressly
permit the transaction described in Recital B above. Lenders have agreed to
do so on the terms and conditions set forth herein.
AMENDMENT
Therefore, in consideration of the mutual agreements herein and other sufficient
consideration, the receipt of which is hereby acknowledged, Borrower and Lenders
hereby amend the Original Loan Agreement as follows:
1. Definitions. Capitalized terms used and not otherwise defined herein have
the meanings given them in the Loan Agreement. All references to the "Loan
Agreement" in the Original Loan Agreement and in this Amendment shall be deemed
to be references to the Original Loan Agreement as it is amended hereby and as
it may be further amended, restated, extended, renewed, replaced, or otherwise
modified from time to time.
2. Conditions to Effectiveness of Amendment. This Amendment shall become
effective as of May 30, 1997, (the "Amendment Effective Date"), but only if
this Amendment has been executed by Borrower and the Lenders, and only if the
structure and terms of the Convertible Preferred Securities Offering, and DTI's
obligations thereunder, are satisfactory to Administrative Agent and Lenders in
their absolute discretion.
3. Amendments to Original Loan Agreement.
3.1. Xxxxxxxx Letter of Credit Deleted from Term Commitment Section.
Section 3.3 of the Original Loan Agreement is hereby deleted in its entirety and
the following is substituted in lieu thereof:
"3.3 Term Commitment. Borrower acknowledges that each Lender has
made advances to Borrower in the amount of such Lender's prorata share of
$31,956,348. The amount of the advance already made by each Lender is
referred to herein as the "Term Commitment" of such Lender. The aggregate
of
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all such advances is referred to herein as the "Term Advance". The
aggregate amount of the Lenders' Term Commitments is referred to herein as
the "Aggregate Term Commitment". Each Lenders' Term Commitment, which is
its prorata share of the Aggregate Term Commitment, is listed on Exhibit 3
hereto. The from time to time outstanding principal amount of the Term
Advance is referred to herein as the "Aggregate Term Loan" and each
Lender's prorata share thereof is referred to herein as a "Term Loan".) The
obligation of Borrower to repay each Lender's prorata share of the
Aggregate Term Loan shall be evidenced by a promissory note payable to the
order of such Lender in a principal amount equal to such Lender's prorata
share of the Aggregate Term Commitment and otherwise in substantially the
form attached hereto as Exhibit 3.2 (individually a "Term Note" and
collectively the "Term Notes"). Amounts applied to reduce the Aggregate
Term Loan may not be reborrowed."
3.2. Xxxxxxxx Letter of Credit Added to Revolving Commitment Section.
Section 3.1.1 of the Original Loan Agreement is hereby deleted in its entirety
and the following is substituted in lieu thereof:
"3.1.1. Revolving Commitment. Subject to the limitations in
Section 3.1.2 and elsewhere herein, each of the Lenders commits to make
available for advances to Borrower (each a "Revolving Advance") from time
to time during the period commencing on the Effective Date and ending at
the close of business on the fifth anniversary of the Effective Date (the
"Revolver Maturity Date") such Lender's prorata share of the Aggregate
Revolving Commitment as listed on Exhibit 3 hereto. Immediately upon the
payment of a draw on the Xxxxxxxx Letter of Credit by its issuer, Borrower
shall be automatically deemed to have made a request for an Alternate Base
Rate Advance under the Revolving Commitment that complies with Section 7.12
(the "Xxxxxxxx Advance"), and the proceeds of such advance (when made)
shall be promptly applied by Agent to reimburse the amount of the draw to
the issuer of the Xxxxxxxx Letter of Credit. Borrower and Lenders
acknowledge that they expect the Xxxxxxxx Letter of Credit to be fully
drawn in a single draft. The "Aggregate Revolving Commitment" on any date
shall be $80,000,000, or such lesser or greater Dollar amount to which it
may have been changed as provided herein. Each Lender's "Revolving
Commitment" is its prorata share of the Aggregate Revolving Commitment as
listed on Exhibit 3 hereto. (The from time to time outstanding principal
balance of all Revolving Advances from Lenders is referred to herein as the
"Aggregate Revolving Loan" and each Lender's prorata share thereof is
referred to herein as a "Revolving Loan".) The obligation of Borrower to
repay each Lender's Revolving Loan shall be evidenced by a promissory note
payable to the order of such Lender in a maximum principal amount equal to
such Lender's Revolving Commitment and otherwise in the form attached
hereto as
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Exhibit 3.1.1 (individually a "Revolving Note" and collectively the
"Revolving Notes") satisfactory to such Lender. Subject to the limitations
in Section 3.1.2 and elsewhere herein, amounts applied to reduce the
Aggregate Revolving Loan may be reborrowed as Revolving Advances. At any
time after an Event of Default occurs, the Aggregate Revolving Commitment
may be canceled as provided in Section 18.3."
3.3. Payments of Principal. Section 6.2.2 of the Original Loan Agreement
is hereby amended by inserting the word "and" after the words "Canadian Term
Loan" in the text, by deleting the following words in their entirety from the
text: "(exclusive of the amount of the Xxxxxxxx Advance) and the amount of the
Xxxxxxxx Advance", by deleting the words "(exclusive of Payment on the Xxxxxxxx
Advance)" from the heading of the third column of the table, and by deleting the
fourth, fifth, and sixth columns of the table in their entirety.
3.4. Prepayment Not to Permanently Reduce Aggregate Revolving
Commitment. Section 6.4.4 of the Original Loan Agreement is hereby amended by
adding the following sentence at the end of Section 6.4.4, after the sentence
ending with the words "reduction in the Aggregate Revolving Commitment":
"Notwithstanding anything to the contrary in the immediately preceding sentence,
any prepayment applied to reduce the Aggregate Revolving Loan resulting from the
Convertible Preferred Securities Offering shall not reduce the Aggregate
Revolving Commitment."
3.5. Permitted Indebtedness. Section 16.2 of the Original Loan Agreement
is hereby amended by adding the following subsection:
"16.2.8. Obligations of DTI arising in connection with the Convertible
Preferred Securities Offering to the extent the original principal amount
thereof does not exceed $100,000,000."
3.6. Permitted Indirect Obligations. Section 16.4 of the Original Loan
Agreement is hereby amended by adding the following language before the words
"(collectively, the "Permitted Indirect Obligations")":
"and (xi) the guaranty by DTI (which shall be subordinated to the Loan
Obligations in a manner satisfactory to Lenders) of the payment of the
distributions, redemption price, and liquidation preferences by the
Issuance Vehicle in connection with the Convertible Preferred Securities
Offering."
3.7. Transactions With Affiliates. Section 16.13 of the Original Loan
Agreement is hereby amended by adding the following sentence at the end of
Section 16.13: "Notwithstanding the foregoing two sentences, DTI may enter into
the Convertible Preferred Securities Offering transaction with the Issuance
Vehicle."
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3.8. New Subsidiaries. Section 16.18 of the Original Loan Agreement is
hereby amended by inserting the following words after the word "Acquisition": ";
provided, however, that DTI may create the Issuance Vehicle."
3.9. Definition of Interest Expense. Section 17.1 of the Original Loan
Agreement is hereby amended by deleting the definition of "Interest Expense" and
in its entirety and replacing it with the following definition:
"'Interest Expense' means, for any period of calculation, all interest,
whether paid in cash or accrued as a liability, but without duplication, on
Indebtedness of Borrower and all interest, whether paid in cash or accrued
as a liability, but without duplication, by DTI with respect to the
Convertible Preferred Securities."
3.10. Definition of Fixed Charges. The definition of "Fixed Charges"
in Section 17.1 of the Original Loan Agreement is hereby amended by inserting
the following words after the words "interest paid" in subclause (i): "and
interest accrued by DTI with respect to the Convertible Preferred Securities."
3.11. Meaning of "Indebtedness" for Financial Covenant Purposes. Section
17.1 of the Original Loan Agreement is hereby amended by inserting the following
words after the words "until it is drawn on" in subclause (iii) of the paragraph
beginning with the words "For purposes of Section 17": "or the Obligations of
DTI arising in connection with the Convertible Preferred Securities Offering".
3.12. Minimum Net Worth Covenant. Section 17.9 of the Original Loan
Agreement is hereby amended by inserting the following words after each dollar
amount in the "Minimum Net Worth" column of the table: "(plus the aggregate
dollar amount of the proceeds of all equity offerings of Borrower, including the
Convertible Preferred Securities Offering)".
3.13. Letter of Credit Exposure. The definition of "Letter of Credit
Exposure" in the Original Loan Agreement is hereby amended by inserting the
following words after the words "reimbursed by Borrower": "plus (v) all amounts
drawn under the Xxxxxxxx Letter of Credit and not reimbursed by Borrower or as
otherwise provided herein."
3.14. Glossary. The following definitions are added to the Original Loan
Agreement in proper alphabetical order:
"'Convertible Preferred Securities': the term income deferrable equity
securities offered in the Convertible Preferred Securities Offering."
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"'Convertible Preferred Securities Offering': the issuance by the Issuance
Vehicle of term income deferrable equity securities, in a single
transaction, in an aggregate amount not to exceed $100 million."
"'Issuance Vehicle': a wholly-owned business trust, limited liability
company, or limited partnership, created by DTI for the purpose of making
the Convertible Preferred Securities Offering."
4. Effect of Amendment. The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy of Agent
or Lenders under the Loan Agreement or any of the other Loan Documents, nor
constitute a waiver of any provision of the Loan Agreement, any of the other
Loan Documents or any existing Default or Event of Default, nor act as a release
or subordination of the Security Interests of Agent or Lenders under the
Security Documents. Each reference in the Loan Agreement to "the Agreement",
"hereunder", "hereof", "herein", or words of like import, shall be read as
referring to the Loan Agreement as amended by this Amendment.
5. Reaffirmation. Borrower hereby acknowledges and confirms that (i) except as
expressly amended hereby the Loan Agreement remains in full force and effect,
(ii) the Loan Agreement is in full force and effect, (iii) Borrower has no
defenses to its obligations under the Loan Agreement and the other Loan
Documents, (iv) the Security Interests of Agent and Lenders under the Security
Documents secure all the Loan Obligations under the Loan Agreement as amended by
this Amendment, continue in full force and effect and have the same priority as
before this Amendment, and (v) Borrower has no claim against Agent or any Lender
arising from or in connection with the Loan Agreement or the other Loan
Documents.
6. Governing Law. This Amendment has been executed and delivered in St. Louis,
Missouri, and shall be governed by and construed under the laws of the State of
Missouri without giving effect to choice or conflicts of law principles
thereunder.
7. Section Titles. The section titles in this Amendment are for convenience
of reference only and shall not be construed so as to modify any provisions of
this Amendment.
8. Counterparts; Facsimile Transmissions. This Amendment may be executed in
one or more counterparts and on separate counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument. Signatures to this Amendment may be given by facsimile or other
electronic transmission, and such signatures shall be fully binding on the party
sending the same.
9. Incorporation By Reference. Lenders and Borrower hereby agree that all of
the terms of the Loan Documents are incorporated in and made a part of this
Amendment by this reference.
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10. Statutory Notice The following notice is given pursuant to Section 432.045
of the Missouri Revised Statutes; nothing contained in such notice will be
deemed to limit or modify the terms of the Loan Documents or this Amendment:
ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR
FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW
SUCH DEBT ARE NOT ENFORCEABLE. TO PROTECT YOU (BORROWER(S)) AND US
(CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH
COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE
AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER
AGREE IN WRITING TO MODIFY IT.
BORROWER AND LENDERS HEREBY AFFIRM THAT THERE IS NO UNWRITTEN ORAL CREDIT
AGREEMENT BETWEEN BORROWER AND LENDERS WITH RESPECT TO THE SUBJECT MATTER OF
THIS AMENDMENT.
[rest of page intentionally blank]
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IN WITNESS WHEREOF, this Amendment has been duly executed as of the date
first above written.
DT INDUSTRIES, INC. SENCORP SYSTEMS, INC.,
a Delaware corporation a Delaware corporation
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx
-------------------------------- --------------------------------
Xxxxx X. Xxxxx, Vice President - Xxxxx X. Xxxxx, Vice President
Finance and Secretary and Secretary
DETROIT TOOL AND ENGINEERING COMPANY, ADVANCED ASSEMBLY AUTOMATION, INC.,
a Delaware corporation an Ohio corporation
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx
-------------------------------- --------------------------------
Xxxxx X. Xxxxx, Vice President Xxxxx X. Xxxxx, Vice President
and Secretary and Secretary
DETROIT TOOL METAL PRODUCTS CO., PHARMA GROUP, INC., a Delaware
a Missouri corporation corporation
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx
-------------------------------- --------------------------------
Xxxxx X. Xxxxx, Vice President Xxxxx X. Xxxxx, Vice President
and Secretary and Secretary
DT CANADA INC., a New Brunswick, XXXXXX CANADA INC., a New Brunswick,
Canada corporation Canada corporation
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx
-------------------------------- --------------------------------
Xxxxx X. Xxxxx, Vice President Xxxxx X. Xxxxx, Vice President
and Secretary and Secretary
MID-WEST AUTOMATION ENTERPRISES, INC.,
an Illinois corporation
By: /s/ Xxxxx X. Xxxxx
--------------------------------
Xxxxx X. Xxxxx, Secretary
"GUARANTORS" "GUARANTORS"
ASSEMBLY MACHINES, INC., ARMAC INDUSTRIES, CO., a Delaware
a Pennsylvania corporation corporation
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx
-------------------------------- --------------------------------
Xxxxx X. Xxxxx, Vice President Xxxxx X. Xxxxx, Vice President
and Secretary and Secretary
MID-WEST AUTOMATION SYSTEMS, XXXXXXXX MANUFACTURING CORPORATION,
INC., an Illinois corporation a New York corporation
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx
-------------------------------- --------------------------------
Xxxxx X. Xxxxx, Secretary Xxxxx X. Xxxxx, Vice President
and Secretary
THE BOATMEN'S NATIONAL BANK OF DRESDNER BANK AG NEW YORK AND GRAND
ST. LOUIS, as Agent and a Lender CAYMAN BRANCHES
By: /s/ Xxxx X. Cazorwa By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------- --------------------------------
Name: Xxxx X. Cazorwa Name: Xxxxxx X. Xxxxxxxx
----------------------------- ------------------------------
Title: Vice President Title: Vice President
----------------------------- ------------------------------
By: /s/ Xxxxxxxx Xxxxx
--------------------------------
Name: Xxxxxxxx Xxxxx
------------------------------
Title: Asst. Treasurer
------------------------------
BHF-BANK AKTIENGESELLSCHAFT COMERICA BANK
By: /s/Xxxxxx X. Xxxxx /s/Xxxx Xxxxx By: /s/ Xxxx X. Xxxxxx III
--------------------------------- --------------------------------
Name: Xxxxxx X. Xxxxx Xxxx Xxxxx Name: Xxxx X. Xxxxxx III
------------------------------ ------------------------------
Title: AVP AVP Title: Vice President
------------------------------ ------------------------------
By:
---------------------------------
Name:
------------------------------
Title:
------------------------------
FLEET NATIONAL BANK LASALLE NATIONAL BANK
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxx Xxxxx
-------------------------------- --------------------------------
Name: Xxxxx X. Xxxxx Name: Xxxxx Xxxxx
----------------------------- ------------------------------
Title: AVP Title: First Vice President
----------------------------- ------------------------------
NBD BANK BANK OF TOKYO-MITSUBISHI TRUST
COMPANY
By: /s/ Xxxxxxx Xxxxxx By: /s/ Xxxxx X. XxXxxxxxxx
-------------------------------- --------------------------------
Name: Xxxxxxx Xxxxxx Name: Xxxxx X. XxXxxxxxxx
----------------------------- ------------------------------
Title: FVP Title: Vice President
----------------------------- ------------------------------
FIRST BANK THE SUMITOMO BANK, LTD.
By: /s/ Xxxxxx X. Xxxx By: /s/ Xxxxxx X. Xxxxxx
--------------------------------- --------------------------------
Name: Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxxxx
------------------------------ ------------------------------
Title: Senior Vice President Title: Vice President
------------------------------ ------------------------------
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxx
------------------------------
Title: Vice President & Manager
------------------------------
THE LONG-TERM CREDIT BANK OF NATIONAL CITY BANK
JAPAN, LTD.
By: /s/ Xxxxxx X. Xxxxxx, Xx. By: /s/ Xxxxx X. Xxxxxxxx
--------------------------------- --------------------------------
Name: Xxxxxx X. Xxxxxx, Xx. Name: Xxxxx X. Xxxxxxxx
------------------------------ ------------------------------
Title: V.P. & Deputy Gen. Manager Title: Vice President
------------------------------ ------------------------------
NOTE
The following page contains a list of Exhibits which have been
intentionally omitted by the Registrant pursuant to Item 601(b)(2) of Regulation
S-K.
A copy of any omitted Exhibit will be provided to the Securities and
Exchange Commission upon request.
EXHIBIT 3 LENDERS' COMMITMENTS AND PRORATA SHARES
EXHIBIT 3.1.1 REVOLVING NOTE
EXHIBIT 3.2 TERM NOTES
